DoubleVerify CEO reports 70K-share award vesting

DV’s CEO had equity awards vest into common stock, with shares withheld at $13.50 to cover taxes and some vested shares deferred until after his separation from the company.

Rhea-AI Filing Summary

DoubleVerify Holdings, Inc. (DV) reported that Chief Executive Officer Mark Zagorski had multiple restricted stock units (RSUs) and performance stock units (PSUs) vest and convert into common stock on September 15, 2026. RSUs and PSUs convert into common stock on a one-for-one basis under the equity award terms.

Vesting included awards originally granted on December 12, 2022, December 19, 2023, March 13, 2025 and March 12–13, 2026, with portions vesting in increments such as 6.25% or 8.33% on quarterly anniversaries and 41.67% tranches for certain PSUs. A total of 70,194 underlying shares were involved in derivative exercises, and 31,051 shares of common stock were withheld at $13.50 per share to satisfy tax withholding obligations. For one RSU grant covering 9,375 shares, vested shares will be delivered to Mr. Zagorski after his separation from service. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

70,194 shares exercised/converted

Exercise 16 txns

Insider Zagorski Mark

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F8, F1	22,919	$0.00	$0.00
Exercise	Performance Stock Units F9, F3	12,122	$0.00	$0.00
Exercise	Restricted Stock Units F8, F5	15,219	$0.00	$0.00
Exercise	Performance Stock Units F9, F6	2,757	$0.00	$0.00
Exercise	Restricted Stock Units F8, F7	7,802	$0.00	$0.00
Exercise	Restricted Stock Units F8, F10, F11	9,375	$0.00	$0.00
Exercise	Common Stock F1	22,919	$0.00	$0.00
Tax Withholding	Common Stock F2	11,701	$13.50	$158K
Exercise	Common Stock F3	12,122	$0.00	$0.00
Tax Withholding	Common Stock F4	6,189	$13.50	$84K
Exercise	Common Stock F5	15,219	$0.00	$0.00
Tax Withholding	Common Stock F2	7,770	$13.50	$105K
Exercise	Common Stock F6	2,757	$0.00	$0.00
Tax Withholding	Common Stock F4	1,408	$13.50	$19K
Exercise	Common Stock F7	7,802	$0.00	$0.00
Tax Withholding	Common Stock F2	3,983	$13.50	$54K

Holdings After Transaction: Restricted Stock Units — 391,594 contracts (Direct); Performance Stock Units — 63,362 contracts (Direct); Common Stock — 610,132 shares (Direct)

Footnotes (11)

1. F1. Each restricted stock unit was granted on March 12, 2026. 8.33% of the restricted stock units vested and were settled on March 15, 2026 (the "2026 Vesting Date"), and the remainder of the restricted stock units vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.
2. F2. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
3. F3. Each performance stock unit was granted on March 13, 2025. 41.67% of the earned shares vested and were settled on the 2026 Vesting Date, and the remainder of the earned shares vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.
4. F4. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of performance stock units.
5. F5. Each restricted stock unit was granted on March 13, 2025. 6.25% of the restricted stock units vested and were settled on March 15, 2025 (the "2025 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2025 Vesting Date.
6. F6. Each performance stock unit was granted on December 19, 2023. 41.67% of the earned shares vested and were settled on the 2025 Vesting Date, and the remainder of the earned shares vest and settle at a rate of 8.33% on each quarterly anniversary of the 2025 Vesting Date.
7. F7. Each restricted stock unit was granted on December 19, 2023. 6.25% of the restricted stock units vested and were settled on March 15, 2024 (the "2024 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2024 Vesting Date.
8. F8. Restricted stock units convert into common stock on a one-for-one basis.
9. F9. Performance stock units convert into common stock on a one-for-one basis.
10. F10. As reported previously, vested shares will be delivered to the reporting person as soon as administratively feasible following his separation from service with the Issuer.
11. F11. Each restricted stock unit was granted on December 12, 2022. 6.25% of the restricted stock units vested on March 15, 2023 (the "2023 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2023 Vesting Date.

Key Figures

Underlying shares in derivative exercises: 70,194 shares Shares withheld for tax obligations: 31,051 shares Tax-withholding reference price: $13.50 per share +4 more

7 metrics

Underlying shares in derivative exercises 70,194 shares Total shares tied to RSU and PSU exercises/conversions reported for September 15, 2026

Shares withheld for tax obligations 31,051 shares Common shares withheld to satisfy tax withholding on vested RSUs and PSUs

Tax-withholding reference price $13.50 per share Price used in common stock transactions coded as tax-withholding dispositions

Deferred delivery RSU shares 9,375 shares Vested RSUs to be delivered after the CEO’s separation from service

Initial RSU vesting rate (select grants) 6.25% Portions of RSU grants vest initially, then continue at 6.25% each quarterly anniversary

PSU cliff vesting portion 41.67% Portion of earned PSU shares that vest and settle on the first vesting date

Ongoing quarterly vesting rate 8.33% Rate at which remaining RSU and PSU shares vest and settle each quarter after the initial vesting date

Key Terms

Restricted Stock Units, Performance Stock Units, tax withholding obligations, separation from service, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit was granted on March 12, 2026."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance Stock Units financial

"Each performance stock unit was granted on March 13, 2025."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

tax withholding obligations financial

"Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units."

separation from service financial

"shares will be delivered to the reporting person as soon as administratively feasible following his separation from service"

one-for-one basis financial

"Restricted stock units convert into common stock on a one-for-one basis."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transactions did DV’s CEO report on September 15, 2026?

On September 15, 2026, DV’s CEO Mark Zagorski reported vesting and conversion of restricted stock units and performance stock units into common stock, including awards granted in 2022, 2023, 2025 and 2026, all converting into common stock on a one-for-one basis.

How many DV shares were tied to derivative exercises in this Form 4?

The filing shows derivative exercises relating to 70,194 underlying shares of DoubleVerify common stock, reflecting RSUs and PSUs that vested and converted into common shares on September 15, 2026, including one grant where delivery is deferred until after separation from service.

How many DV shares were withheld for taxes and at what price?

A total of 31,051 shares of DoubleVerify common stock were used to satisfy tax withholding obligations related to vested RSUs and PSUs, at a reported price of $13.50 per share for the tax-withholding transactions disclosed in the Form 4.

Were any DV shares sold on the open market in this Form 4?

The Form 4 reports code F transactions, which are shares withheld to satisfy tax withholding obligations on vested RSUs and PSUs. It does not report any open-market purchase or sale transactions in DoubleVerify common stock by the CEO on that date.

Are DV’s RSUs and PSUs reported here settled immediately in shares?

Most RSUs and PSUs vest and are settled in common stock on scheduled vesting dates, but one RSU grant covering 9,375 vested shares is structured so that shares “will be delivered” to the reporting person after his separation from service with DoubleVerify.

Was a Rule 10b5-1 trading plan used for these DV transactions?

No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan election, and the footnotes do not state that the September 15, 2026 transactions were made under a Rule 10b5-1 trading plan.

What are the key vesting patterns for DV’s CEO equity awards in this Form 4?

Certain RSUs vest 6.25% on an initial vesting date and then 6.25% quarterly thereafter, while some awards vest 8.33% quarterly. For PSUs, 41.67% of earned shares vest at a specified vesting date, with the remainder vesting and settling in 8.33% quarterly installments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 04:09 PM Accepted by SEC EDGAR 09/17/2026 - 04:08 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zagorski Mark

(Last) (First) (Middle)

C/O DOUBLEVERIFY HOLDINGS, INC.

462 BROADWAY

(Street)

NEW YORK NEW YORK 10013

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [ DV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2026		M		22,919	A	$0(1)	603,283	D
Common Stock	09/15/2026		F(2)		11,701	D	$13.5	591,582	D
Common Stock	09/15/2026		M		12,122	A	$0(3)	603,704	D
Common Stock	09/15/2026		F(4)		6,189	D	$13.5	597,515	D
Common Stock	09/15/2026		M		15,219	A	$0(5)	612,734	D
Common Stock	09/15/2026		F(2)		7,770	D	$13.5	604,964	D
Common Stock	09/15/2026		M		2,757	A	$0(6)	607,721	D
Common Stock	09/15/2026		F(4)		1,408	D	$13.5	606,313	D
Common Stock	09/15/2026		M		7,802	A	$0(7)	614,115	D
Common Stock	09/15/2026		F(2)		3,983	D	$13.5	610,132	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(8)	09/15/2026		M			22,919	(1)	(1)	Common Stock	22,919	$0	206,243	D
Performance Stock Units	(9)	09/15/2026		M			12,122	(3)	(3)	Common Stock	12,122	$0	60,605	D
Restricted Stock Units	(8)	09/15/2026		M			15,219	(5)	(5)	Common Stock	15,219	$0	136,971	D
Performance Stock Units	(9)	09/15/2026		M			2,757	(6)	(6)	Common Stock	2,757	$0	2,757	D
Restricted Stock Units	(8)	09/15/2026		M			7,802	(7)	(7)	Common Stock	7,802	$0	39,005	D
Restricted Stock Units	(8)	09/15/2026		M			9,375(10)	(11)	(11)	Common Stock	9,375	$0	9,375	D

Explanation of Responses:

1. Each restricted stock unit was granted on March 12, 2026. 8.33% of the restricted stock units vested and were settled on March 15, 2026 (the "2026 Vesting Date"), and the remainder of the restricted stock units vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.

2. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

3. Each performance stock unit was granted on March 13, 2025. 41.67% of the earned shares vested and were settled on the 2026 Vesting Date, and the remainder of the earned shares vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.

4. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of performance stock units.

5. Each restricted stock unit was granted on March 13, 2025. 6.25% of the restricted stock units vested and were settled on March 15, 2025 (the "2025 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2025 Vesting Date.

6. Each performance stock unit was granted on December 19, 2023. 41.67% of the earned shares vested and were settled on the 2025 Vesting Date, and the remainder of the earned shares vest and settle at a rate of 8.33% on each quarterly anniversary of the 2025 Vesting Date.

7. Each restricted stock unit was granted on December 19, 2023. 6.25% of the restricted stock units vested and were settled on March 15, 2024 (the "2024 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2024 Vesting Date.

8. Restricted stock units convert into common stock on a one-for-one basis.

9. Performance stock units convert into common stock on a one-for-one basis.

10. As reported previously, vested shares will be delivered to the reporting person as soon as administratively feasible following his separation from service with the Issuer.

11. Each restricted stock unit was granted on December 12, 2022. 6.25% of the restricted stock units vested on March 15, 2023 (the "2023 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2023 Vesting Date.

	/s/ Andrew E. Grimmig, as Attorney-in-Fact for Mark S. Zagorski	09/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)